SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2002
Peoples Ohio Financial Corporation
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(Exact name of registrant as specified in its charter)
Ohio 333-68802 31-1795575
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
635 South Market Street, Troy, Ohio 45373
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(Address of principal executive offices)
Registrant's telephone number, including area code: (937) 339-5000
FORM 8-K
Item 2. Acquisition or Disposition of Assets.
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Peoples Ohio Financial Corporation, an Ohio corporation ("POFC"),
completed the acquisition of Peoples Savings Bank of Troy, an Ohio chartered
savings and loan association ("Peoples"), on January 31, 2002 pursuant to the
terms and conditions of the Agreement of Merger dated August 27, 2001 (the
"Agreement"), by and among POFC, Peoples and Peoples Merger Corp., a wholly
owned subsidiary of POFC ("Merger Corp"). The acquisition was completed through
the merger of Merger Corp with and into Peoples. As a result of the merger, POFC
indirectly acquired all of the equipment and other physical property of Peoples,
all of which is and will continue to be used in Peoples' banking business. The
following is a summary of some of the material terms and conditions of the
Agreement.
In accordance with the terms and subject to the conditions of the
Agreement, each of the outstanding common shares of Peoples was canceled and
extinguished on January 31, 2002 in exchange for one common share of POFC. On
January 31, 2002, there were approximately 7,439,650 shares of Peoples issued
and outstanding. Each outstanding option to acquire common shares of Peoples was
cancelled and extinguished and, in substitution and exchange therefore, the
holder is entitled to receive an option to purchase the same number of common
shares of POFC at the same exercise price.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statement of Business Acquired. The financial
statements of the business acquired are not being filed with
this Report. Such financial statements, if required, will be
filed within 60 days after the date this Report is filed with
the Securities and Exchange Commission (the "Commission").
(b) Pro Forma Financial Information.
The pro forma financial information is not being filed with
this Report. Such financial statements, if required, will be
filed within 60 days after the date this Report is filed with
the Commission.
(c) Exhibits.
See Index to Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PEOPLES OHIO FINANCIAL CORPORATION
By: /s/ Ronald B. Scott
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Ronald B. Scott
President
Date: February 4, 2002
INDEX TO EXHIBITS
Exhibit
Number Description
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2 Agreement of Merger, dated August 27, 2001, by Incorporated by reference to the Form S-4
and among POFC, Peoples and Merger Corp. Registration Statement filed by POFC with the
SEC on August 31, 2001, Exhibit 2.
99 Press Release of Peoples Savings Bank of
Troy, dated January 31, 2002.